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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12


Dipexium Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

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LOGO

April 6, 2016

Dear Fellow Stockholders:

We cordially invite you to attend the 2016 annual meeting of stockholders on May 24, 2016, at 10:00 a.m. Eastern Time, at The Wall Street Inn, located at 9 South William Street, New York, New York 10004. Matters on which action will be taken at the meeting are explained in detail in the attached Notice and Proxy Statement. Our Annual Report for the year ended December 31, 2015 on Form 10-K will be available through our website at www.dipexiumpharmaceuticals.com under the heading "Investor Relations" and the subheading "SEC Filings." Additionally, a form of proxy card and information on how to vote by mail, through the Internet, by fax or by phone is included herein.

We wish to thank all of our stockholders for their support and confidence in our ability to deliver results. We are proud of the progress made in 2015 on several major initiatives. Most notably, we made substantial progress toward completing enrollment in the OneStep-1 and OneStep-2 pivotal Phase 3 clinical trials for Locilex®, our topical antibiotic cream, initially targeted for the treatment of mild infections of diabetic foot ulcers (Mild DFI),. We look forward to the future with confidence as we strive to complete our clinical and regulatory milestones with a view toward driving growth and enhancing stockholder value.

Key Achievements in 2015

    •
    Completed Secondary Public Offering in June 2015 raising gross proceeds of approximately $21.3 million and net proceeds of $19.7 million;

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    Achieved substantial progress with enrollment in OneStep-1 and OneStep-2 pivotal Phase 3 clinical trials which are now close to 90% enrollment;

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    Very importantly, we received formal guidance from the FDA's CMC Division (Chemistry, Manufacturing and Controls), pursuant to which the CMC Division provided favorable guidance on all open questions regarding Drug Substance and Drug Product release and stability acceptance criteria. FDA's formal guidance followed our submission of a Type B Meeting Request in November 2015 and the clear guidance received obviated the need for a face-to-face meeting with FDA;

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    Also critical to our regulatory development, we received formal guidance from the FDA's Clinical Division, pursuant to which FDA's Clinical Division provided clear and favorable guidance on the preparation of our Complete Response to FDA in our planned submission of the New Drug Application Amendment. FDA's formal guidance followed our submission of a Pre-NDA Type C Meeting request in November 2015.

    •
    Obtained formal scientific/regulatory advice from the European Medicines Agency (EMA), pursuant to which management believes the Company will be in position to submit our marketing authorization application to the EMA in 1H 2017 without being required to conduct additional clinical trials in Europe if and to the extent the OneStep-1 and OneStep-2 clinical trials achieve a successful outcome;

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    Continued progress with chemistry, manufacturing and controls (CMC) as we have completed manufacture and continued stability testing of our initial 3 registration batches of formulated cream which are required for submission of our new drug application (NDA) amendment;

    •
    Successfully completed a scale up of the size of our active pharmaceutical ingredient (API) lots which supported the successful manufacture of the first formulated batch at the scaled up 140 kg batch size;

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    •
    Obtained formal agreement from FDA and EMA with regard to the Company's Initial Pediatric Study Plan, pursuant to which both regulatory authorities agreed that pediatric studies are not required to be conducted by the Company at this time;

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    Added sell-side analyst coverage from Raymond James, providing additional validation and visibility;

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    Strengthened Balance Sheet significantly reducing finance risk; and

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    Presented posters at two major international scientific/medical conferences:

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    New pexiganan microbiology data at September 2015 Interscience Conference of Antimicrobial Agents and Chemotherapy (ICAAC) demonstrating Locilex's potent and broad-spectrum activity against bacteria resistant to other topical antibiotics.

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    "Late-breaker" scientific poster at the May 2015 7th International Symposium on the Diabetic Foot (ISDF) highlighting the innovative design of OneStep-1 and OneStep-2, the Company's Phase 3 pivotal trials of Locilex in the treatment of patients with Mild DFI.

2016 Outlook

We are working steadily to advance our agenda for the development of Locilex® while continuing to prudently manage R&D and operating costs. Specifically, our major objectives for 2016 are to:

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    Complete enrollment in the OneStep-1 and OneStep-2 pivotal Phase 3 clinical trials;

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    Continue preparation of our new drug application amendment (U.S.) and our marketing authorization application (Europe) in advance of our target submission date(s), in each case, targeted for 1H 2017;

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    Continue and complete the required stability testing on our registration/validation batches of commercial scale drug supply for inclusion in our New Drug Application Amendment that we target submitting to FDA and EMA for regulatory approval in the U.S. and Europe in 1H 2017;

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    Continue to build our international patent portfolio and evaluate territorial commercial opportunities as part of our aggressive business development strategy;

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    Continue to develop our commercialization strategy and appoint a team of experienced commercialization professionals to lead the commercial team in North America; and

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    Maintain fiscal responsibility to appropriately manage our cash resources as we complete the clinical portion of our drug development pathway.

As we progress through 2016, we believe that we are a stronger company with the foundation to support future growth opportunities. Moving forward, our primary focus will be on completing the clinical development of Locilex® with geographical developments anticipated both in the United States and Europe. In parallel, we will continue to explore and evaluate potential partnering opportunities that may provide synergies with our business model.

Again, our team wishes to thank our stockholders for supporting Dipexium throughout 2015. As can be clearly seen from the highlights of our achievements listed above, we made great progress in 2015. In 2016, we are dedicated to continuing these efforts to deliver on our primary objective of bringing Locilex® to market in 2017. We assure you that our entire team is energized and focused on meeting our corporate objectives.

Please send in your completed proxy form as soon as possible as indicated in the proxy materials. We hope to see many of you at the Stockholders' Meeting.

On behalf of everyone at Dipexium Pharmaceuticals, we would like to reiterate our appreciation to our stockholders for their support and continued confidence. The coming year will be very important for Dipexium and we look forward to updating you on our progress.

Sincerely,

/s/ DAVID P. LUCI

David P. Luci
President & Chief Executive Officer
/s/ ROBERT J. DELUCCIA

Robert J. DeLuccia
Executive Chairman

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LOGO

Dipexium Pharmaceuticals, Inc
14 Wall St, Suite 3D
New York, NY 10005
Telephone (212) 269-2834

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2016

To the stockholders of Dipexium Pharmaceuticals, Inc.,

You are cordially invited to attend the 2016 annual meeting of Stockholders of Dipexium Pharmaceuticals, Inc. (the "Company") to be held at The Wall Street Inn, 9 South William Street, New York, NY 10004 on May 24, 2016 at 10:00 a.m. Eastern Time. At the annual meeting you will be asked to vote on the following matters:

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    Proposal 1:    To elect Robert J. DeLuccia, David P. Luci, Jack H. Dean, Michael Duffy, Thomas Harrison, William J. McSherry, Jr. and Barry Kagan as directors to serve for a term that expires at the 2016 Annual Meeting of Stockholders, or until his successor is elected and qualified or until his earlier resignation or removal; and

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    Proposal 2:    To approve and ratify the Company's Second Amended and Restated Bylaws to add a new section 11.4 to provide that, unless the Company consents in writing to the selection of an alternative forum, a state or federal court located in the State of Delaware shall be the sole and exclusive forum for the following types of litigation: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company's stockholders; (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company's Certificate of Incorporation or the Second Amended and Restated Bylaws (in each case, as they may be amended from time to time); or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine; and

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    Proposal 3:    To approve an amendment to the Company's Certificate of Incorporation to add a new section to provide that the board of directors is expressly authorized to make, alter, amend or repeal the bylaws of the Company; and

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    Proposal 4:    To ratify the selection of CohnReznick LLP, an independent registered public accounting firm, as the independent auditor of Dipexium Pharmaceuticals, Inc. for the fiscal year ending December 31, 2016; and

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    To consider and act upon any other business as may properly come before the annual meeting or any adjournments thereof.

By resolution of the Board of Directors, we have fixed the close of business on March 28, 2016 as the record date for determining the shareholders of Dipexium entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

It is important that your shares are represented and voted at the meeting. You can vote your shares by completing, signing, dating, and returning your completed proxy card or vote by mail, over the Internet, or by phone by following the instructions included in the proxy statement. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement.


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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS' MEETING TO BE HELD ON MAY 24, 2016: The Proxy Statement, form of proxy, Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and related materials are available at www.viewproxy.com/DPRX/2016 or www.dipexiumpharmaceuticals.com or contact the Investor Relations Department at the address and phone number above.

You may attend the annual meeting and vote in person even if you have previously voted by proxy in one of the ways listed above. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

Sincerely,



/s/ DAVID P. LUCI

President and Chief Executive Officer

New York, NY
April 6, 2016


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Page

General

1

Questions and Answers

1

Who Can Help Answer Your Questions?

6

Corporate Governance

6

Board Committees

9

Director Compensation

11

Audit Committee Report

12

Executive Officers and Key Employees

14

Executive Compensation

17

Principal Stockholders

21

Certain Relationships and Related Transactions

24

Proposal 1—Election of Directors

24

Proposal 2—Ratification and Approval of an amendment to the Company's Bylaws regarding the State of Delaware being the exclusive and sole jurisdiction for certain types of litigation.

27

Proposal 3—Amendment to the Company's Certificate of Incorporation to allow the board of directors to make, alter, amend or repeal the bylaws of the Company.

29

Proposal 4—Ratification of the Appointment of CohnReznick LLP.

29

Other Matters

30

Annual Report on Form 10-K

30

Householding of Proxy Materials

30

Proposals of Stockholders

31

Where You Can Find More Information

32

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Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors of Dipexium Pharmaceuticals, Inc. for use at our annual meeting of stockholders to be held at The Wall Street Inn, 9 South William Street, New York, NY 10004 on May 24, 2016 at 10:00 a.m. Eastern Time. Voting materials, including this proxy statement and proxy card, are expected to be first delivered to all or our stockholders on or about April 6, 2016.


QUESTIONS AND ANSWERS

Following are some commonly asked questions raised by our stockholders and answers to each of those questions.

What may I vote on at the annual meeting?

At the annual meeting, stockholders will consider and vote upon the following matters:

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    To elect Robert J. DeLuccia, David P. Luci, Jack H. Dean, Michael Duffy, Thomas Harrison, William J. McSherry. Jr. and Barry Kagan as directors to serve for a term that expires at the 2016 Annual Meeting of Stockholders, or until his successor is elected and qualified or until his earlier resignation or removal; and

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    To ratify and approve an amendment to the Company's Second Amended and Restated Bylaws to add a new section 11.4 to provide that, unless the Company consents in writing to the selection of an alternative forum, a state or federal court located in the State of Delaware shall be the sole and exclusive forum for the following types of litigation: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company's stockholders; (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company's Certificate of Incorporation or the Second Amended and Restated Bylaws (in each case, as they may be amended from time to time); or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine; and

    •
    To approve an amendment to the Company's Certificate of Incorporation to add a new section to provide that the board of directors is expressly authorized to make, alter, amend or repeal the bylaws of the Company; and

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    To ratify the selection of CohnReznick LLP, an independent registered public accounting firm, as the independent auditor of Dipexium Pharmaceuticals, Inc. for the fiscal year ending December 31, 2015; and

    •
    To consider and act upon any other business as may properly come before the annual meeting or any adjournments thereof.

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How does the Board of Directors recommend that I vote on the proposals?

The Board of Directors recommends a vote " FOR " each of the nominees to the Board of Directors, FOR " the approval and ratification of the amendment to the Amended and Restated Bylaws regarding Delaware being the exclusive jurisdiction for cetin types of litigation; FOR " the amendment to the Certificate of Incorporation that gives the board the authority to amend the bylaws; and " FOR " the proposal ratifying the appointment of CohnReznick LLP.

How do I vote?

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. If you vote by proxy, the individuals named on the proxy card applicable to your class of stock, or your "proxies," will vote your shares in the manner you indicate. You may specify whether your shares: should be voted for or withheld for the nominee for director; and should be voted for, against or abstained with respect to the ratification and approval of the Second Amended and Restated Bylaws; and should be voted for, against, or abstained for the amendment to the Certificate of Incorporation; and should be voted for, against or abstained with respect to the ratification of the appointment of the Company's independent registered public accounts. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name through our transfer agent, Vstock Transfer, LLC, or you have stock certificates registered in your name, you may submit a proxy to vote:

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    By Internet or by telephone. Follow the instructions attached to the proxy card to submit a proxy to vote by Internet or telephone.

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    By mail. If you received one or more proxy cards by mail, you can vote by mail by completing, signing, dating and returning the enclosed proxy card applicable to your class of stock in the enclosed postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by our Board of Directors.

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    In person at the meeting. If you attend the annual meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the annual meeting. You are required to register in advance of the annual meeting if you plan to attend the annual meeting in person. If you wish to register in advance of the annual meeting, please contact our investor relations department by no later than May 13, 2016, by e-mail to robshawah@dipexium.com, fax at (212) 269-2834, mail to Dipexium Pharmaceuticals, Inc., 14 Wall Street, Suite 3D, New York, New York 10005 or telephone at (212) 269-2834.

Telephone and Internet voting facilities for all stockholders of record will be available 24-hours a day and will close at 11:59 p.m., E.D.T, on May 23, 2016.

If your shares are held in "street name" (held in the name of a bank, broker or other nominee who is the holder of record), you must provide the bank, broker or other nominee with instructions on how to vote your shares and can do so as follows:

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    By Internet or by telephone. Follow the instructions you receive from the record holder to vote by Internet or telephone.

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    By mail. You should receive instructions from the record holder explaining how to vote your shares.

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    In person at the meeting. Contact the broker, bank or other nominee who holds your shares to obtain a broker's proxy card and bring it with you to the annual meeting. You will not be able to vote at the annual meeting unless you have a proxy card from your broker, bank or other nominee.

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What happens if additional matters are presented at the annual meeting?

Other than the election of directors, the Second Amended and Restated Bylaws, the amendment of our Certificate of Incorporation, and the ratification of the appointment of our independent registered accounting firm, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, the person named as proxy holder, David P. Luci, our President and CEO, will have the discretion to vote your shares on any additional matters properly presented for a vote at the annual meeting.

What happens if I do not give specific voting instructions?

If you hold shares in your name and you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board of Directors on all matters and as the proxy holder may determine in his sole discretion with respect to any other matters properly presented for a vote before the annual meeting. If you hold your shares through a stockbroker, bank or other nominee and you do not provide instructions on how to vote, your stockbroker or other nominee may exercise their discretionary voting power with respect to certain proposals that are considered as "routine" matters. For example, Proposal 4—ratification of the appointment of CohnReznick LLP as our independent registered public accounting firm is commonly considered as a routine matter, and, thus, your stockbroker, bank or other nominee may exercise their discretionary voting power with respect to Proposal 4. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform us that it does not have the authority to vote on these matters with respect to your shares. This is generally referred to as a "broker non-vote." When the vote is tabulated for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposal 1—the election of a director to our Board of Directors, Proposal 2—the amendment to the Amended and Restated Bylaws, Proposal 3—the amendment to the Certificate of Incorporation. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the notice.

What is the quorum requirement for the annual meeting?

On March 28, 2016, the Record Date for determining which stockholders are entitled to vote, there were            shares of our common stock outstanding which is our only class of voting securities. Each share of common stock entitles the holder to one vote on matters submitted to a vote of our stockholders. A majority of our outstanding common shares as of the Record Date must be present at the annual meeting (in person or represented by proxy) in order to hold the meeting and conduct business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum, even if you wish to abstain from voting on some or all matters introduced at the annual meeting, if you are present and vote in person at the meeting or have properly submitted a proxy card or voted by fax, by phone or by using the Internet.

How can I change my vote after I return my proxy card?

You may revoke your proxy and change your vote at any time before the final vote at the annual meeting. You may do this by signing a new proxy card with a later date, by voting on a later date by using the Internet (only your latest Internet proxy submitted prior to the annual meeting will be counted), or by attending the annual meeting and voting in person. However, your attendance at the annual meeting will not automatically revoke your proxy unless you vote at the annual meeting or specifically request in writing that your prior proxy be revoked.

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Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our company or to third parties, except:

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    as necessary to meet applicable legal requirements;

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    to allow for the tabulation of votes and certification of the vote; and

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    to facilitate a successful proxy solicitation.

Any written comments that a stockholder might include on the proxy card will be forwarded to our management.

Where can I find the voting results of the annual meeting?

The preliminary voting results will be announced at the annual meeting. The final voting results will be tallied by our Inspector of Elections and reported in a Current Report on Form 8-K which we will file with the SEC within four business days of the date of the annual meeting.

How can I obtain a separate set of voting materials?

To reduce the expense of delivering duplicate voting materials to our stockholders who may have more than one Dipexium Pharmaceuticals, Inc. stock account, we are delivering only one Notice to certain stockholders who share an address, unless otherwise requested. If you share an address with another stockholder and have received only one Notice, you may write or call us to request to receive a separate Notice. Similarly, if you share an address with another stockholder and have received multiple copies of the Notice, you may write or call us at the address and phone number below to request delivery of a single copy of this Notice. For future annual meetings, you may request separate Notices, or request that we send only one Notice to you if you are receiving multiple copies, by writing or calling us at:

Dipexium Pharmaceuticals, Inc.
Attention: Robert Shawah, Chief Accounting Officer
14 Wall Street, Suite 3D
New York, New York 10005
Tel: 212-269-2834
Fax: (212) 269-2580

Who pays for the cost of this proxy solicitation?

We will pay the costs of the solicitation of proxies. We may also reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding the voting materials to their customers who are beneficial owners and obtaining their voting instructions. In addition to soliciting proxies by mail, our board members, officers and employees may solicit proxies on our behalf, without additional compensation, personally, electronically or by telephone.

How can I obtain a copy of Dipexium Pharmaceuticals, Inc.'s 2015 Annual Report on Form 10-K?

This proxy statement and our 2015 annual report to stockholders are available for viewing, printing and downloading at www.viewproxy.com/DPRX/2016. To view these materials, please have your control number(s) available that appears on your Notice or proxy card. On this website, you also can elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

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Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 2015 on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov , or in the "SEC Filings and Investor Information" section of the "Investors" section of our website at www.dipexiumpharmaceuticals.com. You may also obtain a printed copy of our Annual Report on Form 10-K including our financial statements, free of charge, from us by sending a written request to: Dipexium Pharmaceuticals, Inc., 14 Wall Street, Suite 3D, New York, NY 10005, attention: Chief Accounting Officer.

What is the voting requirement to elect directors?

Directors are elected by a plurality of the votes cast in person or by proxy at the annual meeting and entitled to vote on the election of directors. "Plurality" means that the nominees receiving the greatest number of affirmative votes will be elected as directors, up to the number of directors to be chosen at the meeting. Broker non-votes will not affect the outcome of the election of directors because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.

What is the voting requirement to approve the three proposals?

The proposal to approve the amendment to the to the Amended and restated Bylaws will be approved if there is a quorum and the votes cast "FOR" the proposal exceeds those cast against the proposal. The proposal to approve the amendment to the Certificate of Incorporation will be approved if there is a quorum and the votes cast "FOR" the proposal exceeds 50% of the issued and outstanding shares as of the record date of the annual meeting. The proposal to ratify the appointment of CohnReznick LLP as our independent registered public accounting firm will be approved if there is a quorum and the votes cast "FOR" the proposal exceeds those cast against the proposal.

Abstentions and broker non-votes will be treated as shares that are present, or represented and entitled to vote for purposes of determining the presence of a quorum at the annual meeting. Abstentions will not be counted in determining the number of votes cast in connection with any matter presented at the annual meeting. Broker non-votes will not be counted as a vote cast on any matter presented at the annual meeting.

Do I Have Dissenters' (Appraisal) Rights?

Appraisal rights are not available to our shareholders with any of the proposals described above to be brought before the annual meeting of shareholders.

How can I communicate with the non-employee directors on the Dipexium Pharmaceuticals, Inc. Board of Directors?

The Board of Directors encourages stockholders who are interested in communicating directly with the non-employee directors as a group to do so by writing to the non-employee directors in care of our Executive Chairman. Stockholders can send communications by mail to:

Robert J. DeLuccia, Executive Chairman
Dipexium Pharmaceuticals, Inc.
14 Wall Street, Suite 3D
New York, New York 10005

Correspondence received that is addressed to the non-employee directors will be reviewed by our Executive Chairman of the Board or his designee, who will regularly forward to the non-employee directors a summary of all such correspondence and copies of all correspondence that, in the opinion of our chairman, deals with the functions of the Board of Directors or committees thereof or that our chairman otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that is addressed to the non-employee members of the Board of Directors and request copies of any such correspondence.

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WHO CAN HELP ANSWER YOUR QUESTIONS?

You may seek answers to your questions by writing, calling or emailing us at:

Robert Shawah
Chief Accounting Officer
Dipexium Pharmaceuticals, Inc.
14 Wall Street, Suite 3D
New York, NY 10005
Email: robshawah@dipexium.com
Tel: (212) 269-2834


CORPORATE GOVERNANCE

Board of Directors

The Board of Directors oversees our business affairs and monitors the performance of management. In accordance with our corporate governance principles, the Board of Directors does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer, the Executive Chairman, other key executives and by reading the reports and other materials that we send them and by participating in Board of Directors and committee meetings. Our directors hold office until their successors have been elected and duly qualified unless the director resigns or by reason of death or other cause is unable to serve in the capacity of director. Biographical information about our directors is provided in "Election of Directors—Proposal No. 1" on page 24.

Term of Office

All directors hold office for a term of one-year until the election and qualification of their successors. Officers are appointed by our board of directors and serve at the discretion of the board, subject to applicable employment agreements.

Director Independence

We use the definition of "independence" of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an "independent director" is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company's Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

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    the director is, or at any time during the past three years was, an employee of the company;

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    the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

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    a family member of the director is, or at any time during the past three years was, an executive officer of the company;

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    the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

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    the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

    •
    the director or a family member of the director is a current partner of the company's outside auditor, or at any time during the past three years was a partner or employee of the company's outside auditor, and who worked on the company's audit.

Our Common Stock is currently listed on the NASDAQ Capital Market under the symbol DPRX . Under the following three NASDAQ director independence rules a director is not considered independent: (a) NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation, (b) NASDAQ Rule 5605(a)(2)(B), a director is not consider independent if he or she accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, and (c) NASDAQ Rule 5605(a)(2)(D), a director is not considered to be independent if he or she is a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000. Under such definitions, Jack H. Dean, Michael Duffy, Thomas Harrison, Barry Kagan, and William J. McSherry, Jr. are independent directors.

Executive Chairman

On November 12, 2013, our board of directors elected Robert J. DeLuccia as Executive Chairman. As Executive Chairman of our Company, Mr. DeLuccia acts as an officer and, as such, performs his duties subject in all instances to the oversight of our board of directors and the power of our board of directors to approve all applicable corporation actions (which powers shall not be vested in the office of Executive Chairman). The Executive Chairman serves as a conduit between our board and our executive management team and is available to act as an advisor and consultant to our executive management team, who are responsible for development and implementation of our corporate policies under the supervision of our board of directors.

Board Leadership Structure

Our Board has a policy that calls for the role of Chairman of the Board and Chief Executive Officer (CEO) to be separate, as it believes that the most effective leadership structure for us at this time is not to have these roles combined. David P. Luci serves as our President and Chief Executive Officer and Robert J. DeLuccia is our Executive Chairman. We believe this structure of having a separate CEO and Chairman provides proper oversight of our operations.

Board of Directors Meetings and Attendance

During the fiscal year 2015, the Board of Directors held three meetings. Each member of our Board was present at eighty-five (85%) percent or more of the Board meetings held. There were two actions approved by unanimous written consent. It is our policy that directors should make every effort to attend the annual meeting of stockholders. Each of our seven directors attended the 2015 Annual Meeting of Shareholders held on May 17, 2015.

Code of Business Conduct and Ethics

We adopted a Code of Ethical Conduct that applies to all of our directors, officers and employees, including our principal executive officer and principal financial and accounting officer. A copy of the Code of Ethical Conduct is available on the Investor Relations section of our website at

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www.dipexiumpharmaceuticals.com. We will post on our website any amendment to our Code of Ethical Conduct or waivers, if any, of our Code of Ethical Conduct for directors and executive officers.

Complaints Regarding Accounting Matters

The Audit Committee has established procedures for:

    •
    the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters; and

    •
    the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

Communications with Directors

The Board of Directors has approved procedures for stockholders to send communications to individual directors or the non-employee directors as a group. Written correspondence should be addressed to the director or directors in care of Robert DeLuccia, Executive Chairman of Dipexium Pharmaceuticals, Inc., 14 Wall Street, Suite 3D, New York, NY 10005. Correspondence received that is addressed to the non-employee directors will be reviewed by our corporate secretary or his designee, who will regularly forward to the non-employee directors a summary of all such correspondence and copies of all correspondence that, in the opinion of our corporate secretary, deals with the functions of the Board of Directors or committees thereof or that the corporate secretary otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by Dipexium Pharmaceuticals, Inc. that is addressed to the non-employee members of the Board of Directors and request copies of any such correspondence. You may also contact individual directors by calling our principal executive offices at (212) 269-2834.

    Legal Proceedings

The Company and its two original executives were three of some 30 defendants in a lawsuit filed by a former stockholder of Genaera Corporation, which was the predecessor of the Genaera Liquidating Trust, the party from which the Company purchased the worldwide rights to pexiganan, the active ingredient of the Product Locilex® on April 8, 2010. The complaint was filed on June 8, 2012 in the United States District Court for the Eastern District of Pennsylvania (Civil Action No. 12-3265) by Alan W. Schmidt, individually and on behalf of former Genaera Corporation shareholders. Among others, the suit was filed against the Company, as well as John A. Skolas and Argyce, LLC, who were responsible for the administration of the Trust and who sold pexiganan to the Company via a public auction. The defendants listed in the complaint included several individuals and companies formerly associated with Genaera Corporation, the Trust and/or Argyce, LLC. Also included in the defendant group were several other pharmaceutical companies that were involved in acquiring the former drug-related assets of the Genaera Corporation.

The complaint alleged, among other things, the Company and its two executives aided and abetted a breach of fiduciary duty alleged to have been committed by the former director and officers of Genaera Corporation before it was approved for dissolution by its shareholders and also Argyce, LLC, the trustee of the Liquidating Trust. Plaintiff claims that the Company, and its executives, aided and abetted a breach of the duties of the board of directors and the trustee under common law and under a certain trust agreement allegedly signed between Argyce, LLC, as the trustee, and the Liquidating Trust. With regard to the claims made against the Company and two executives, the plaintiff alleged, in pertinent part, that the Company's acquisition of the pexiganan rights was for alleged inadequate consideration, and that the Company and its management aided and abetted a breach of fiduciary duty by the Genaera Corporation defendants who were formerly associated with Genaera Corporation and/or the Trust.

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The Company and its two executives filed a motion to dismiss the complaint within the prescribed time period. All of the other defendants in this litigation also filed motions to dismiss, and a court order by the Federal District Court granted each and every motion to dismiss, with prejudice, without leave to refile, on August 12, 2013 based on the argument that Plaintiff's claims were time barred. A subsequent motion to reconsider such dismissal was denied by the Federal District Court. Plaintiff appealed the dismissal to the United States Third Circuit Court of Appeals seeking reversal of the dismissal and the Third Circuit Court granted Plaintiff's appeal. On October 17, 2014, the Third Circuit Appellate Court, in a 2-1 decision with a strong dissenting opinion, reversed the trial court's dismissal of Plaintiff's claims based on the expiration of the applicable statutes of limitation. In a 2-1 decision, the Third Circuit held that more information was necessary to determine when Plaintiff should have been on notice of his claims to determine the applicability of the discovery rule, which could serve to extend the time frame in which Plaintiff could bring his claims. Due to the strong dissent, all Defendants filed the necessary documents requesting a petition for rehearing en banc, by the majority of the Third Circuit justices who are in active service. The Third Circuit denied the request for en banc hearing and remanded this case to District Court.

Upon remand to the Federal District Court, all Defendants moved to dismiss the complaint for reasons other than being time barred. The Company and the executives moved for dismissal based on Plaintiff's inability to make a case for aiding and abetting a breach of fiduciary duty because there was no underlying breach and such an aiding and abetting claim requires an element of knowing participation in the fiduciary breach which cannot be established by Plaintiff.

The District Court held a hearing on this in September 2015 and the District Court delivered an Order on November 10, 2015 pursuant to which the District Court granted the Motion to Dismiss filed by each and every defendant including the Company and its executives. In December 2015, Plaintiff appealed the Federal District Court's decision to the Third Circuit Appellate Court and we anticipate a decision on whether to grant Plaintiff's appeal by the Third Circuit Appellate Court in 2016. The Company will continue to vigorously defend Plaintiff's claims on the factual record, which it believes will prove that the Company is not liable to the Plaintiff in any regard.

Compliance With Section 16(a) of the Exchange Act

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of December 31, 2015, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements.


BOARD COMMITTEES

Our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Compensation Committee became effective as of November 12, 2013, and the Audit Committee and Nominating and Corporate Governance Committee became effective in March 2014. Each of our board committees acts pursuant to a separate written charter adopted by our board of directors.

The Compensation Committee is currently comprised of William J. McSherry, Esq. (Chairman), Dr. Jack H. Dean and Michael Duffy, Esq. Messrs. McSherry, Dean and Duffy are non-employee directors under applicable SEC rules, and are "outside" directors under Internal Revenue Code Section 162(m). Dr. Dean and Messrs. McSherry and Duffy are each independent under applicable SEC and NASDAQ rules and regulations. During 2015 the Compensation Committee met one time.

The Audit Committee is comprised of Barry Kagan (Chairman), William J. McSherry, Esq. and Michael Duffy, Esq. Our board has determined that Mr. Kagan, the Chairman of the Audit and Finance Committee, is an "audit committee financial expert," under applicable SEC rules and

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regulations. The Audit Committee's responsibilities and duties are among other things to engage the independent auditors, review the audit fees, supervise matters relating to audit functions and review and set internal policies and procedure regarding audits, accounting and other financial controls. Messrs. Kagan, McSherry and Duffy are each independent under applicable SEC and NASDAQ rules and regulations. During 2015 the Audit Committee met four times.

The Nominating and Corporate Governance Committee is comprised of Dr. Jack H. Dean (Chairman) and Messrs. Thomas Harrison and Barry Kagan. The committee members are independent under applicable NASDAQ rules and regulations. The Nominating and Corporate Governance Committee is responsible for, among other things, considering potential board members, making recommendations to the full board as to nominees for election to the board, assessing the effectiveness of the board and implementing our corporate governance guidelines. Dr. Dean and Messrs. Harrison and Kagan are each independent under applicable SEC and NASDAQ rules and regulations. During 2015 the Nominating and Corporate Governance Committee met one time.

Our board of directors may at any time or from time to time appoint certain other committees in its sole discretion as it deems necessary or appropriate to carry out its functions.

Scientific Advisory Board

In December 2013, we formally established a Scientific Advisory Board to advise our management regarding our clinical and regulatory development programs and other customary matters. Our scientific advisors are experts in various areas of medicine including DFI, mild and moderate skin and skin structure infections in superficial wounds and podiatry. We believe the advice of our scientific advisors was integral to the quality of our clinical trial protocol for our Phase 3 program and the resulting Special Protocol Assessment Agreement that the Company has with the FDA. Our Scientific Advisory Board is comprised of the following individuals:

    •
    Dr. Jonathan Wilkin. Founding Director (retired) of the Division of Dermatology and Dental Products at the FDA. Remains active in regulatory matters after over 12 years of FDA service, which included membership on the FDA's Dermatology Drugs Advisory Committee.

    •
    Dr. Benjamin Lipsky. Emeritus Professor of Medicine, University of Washington; Visiting Professor, Infectious Diseases, University of Geneva. Teaching Associate, Green Templeton College, University of Oxford. Head of the International Working Group on the Diabetic Foot (or IWGDF) and lead author of the Diabetic Foot Infection Treatment Guidelines , published in June 2012.

    •
    Dr. David Armstrong. Professor of Surgery and Director, Southern Arizona Limb Salvage Alliance (or SALSA), University of Arizona College of Medicine. Co-Sponsor of annual Diabetic Foot Global Conference (or DFCon).

    •
    Dr. Warren Joseph. Adjunct Clinical Associate Professor, Dr. William Scholl College of Podiatric Medicine, Rosland Franklin University of Medicine and Science. Managing Editor of the Journal of the American Podiatric Medical Association.

    •
    Dr. Michael Zasloff. Original inventor of the "magainin peptides" which include pexiganan, while he was a research scientist at the National Institutes of Health (or NIH) in 1987. Co-Founder of Magainin, the original owner of Locilex®. Current Professor, Departments of Surgery & Pediatrics; and Director, Surgical Immunology, Georgetown University School of Medicine.

We will continue to rely upon our scientific advisors in various aspects of our product development program including, without limitation, assisting with the publication in the future of the clinical data generated in our Phase 3 program in coordination with us.

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DIRECTOR COMPENSATION

Director Compensation Table—2015

The table below represents the compensation paid to our outside directors during the year ended December 31, 2015. Messrs. DeLuccia and Luci, our directors who also serve as executive officers of our company, receive no compensation for acting in their capacities as directors of our company.

Name
Fees earned
or Paid in
Cash ($)
Stock
Awards
($)
Option
Awards ($)
All Other
Compensation
($)
Total ($)

Jack H. Dean

$ 2,000 — — $ 24,550 (a) $ 26,550

William J. McSherry, Jr., Esq.

$ 4,500 — — — $ 4,500

Barry Kagan

$ 4,500 — — $ 4,500

Thomas Harrison

$ 2,500 $ 50,000 (b) — — $ 52,500

Michael Duffy, Esq.

$ 4,500 $ 50,000 (b) — — $ 54,500

(a)
Mr. Dean's firm Drug Development Advisor was paid $24,550 for consulting services.

(b)
Shares were issued and vested in February 2015.

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AUDIT COMMITTEE REPORT

Report of the Audit Committee of the Board of Directors

The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibilities relating to our corporate accounting and reporting practices toward assurance of the quality and integrity of our consolidated financial statements. The purpose of the Audit Committee is to serve as an independent and objective party to monitor our financial reporting process and internal control system; oversee, review and appraise the audit activities of our independent registered public accounting firm and internal auditing function, maintain complete, objective and open communication between the Board of Directors, the independent accountants, financial management and the internal audit function.

Our independent registered public accounting firm reports directly to the Audit Committee and the Audit Committee is solely responsible to appoint or replace our independent registered public accounting firm and to assure its independence and to provide oversight and supervision thereof. The Audit Committee determines compensation of the independent registered public accounting firm and has established a policy for approval of non-audit related engagements awarded to the independent registered public accounting firm. Such engagements must not impair the independence of the registered public accounting firm with respect to our company as prescribed by the Sarbanes-Oxley Act of 2002; thus payment amounts are limited and non-audit related engagements must be approved in advance by the Audit Committee. The Audit Committee determines the extent of funding that we must provide to the Audit Committee to carry out its duties and has determined that such amounts were sufficient in 2015.

With respect to the fiscal year ended December 31, 2015, in addition to its other work, the Audit Committee:

    •
    Reviewed and discussed with management our audited consolidated financial statements as of December 31, 2015 and for the year then ended; and

    •
    Discussed with CohnReznick LLP the matters required to be discussed pursuant to the Public Company Accounting Oversight Board (United States) Auditing Standard 16, "Communication with Audit Committees," with respect to its review of the findings of the independent registered public accounting firm during its examination of our financial statements.

The Audit Committee recommended, based on the review and discussion summarized above, that the Board of Directors include the 2015 audited consolidated financial statements in the 2015 Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.

      Audit Committee of the Board of Directors
      of Dipexium Pharmaceuticals, Inc.
      Barry Kagan, Chairman
      William J. McSherry, Jr.
      Michael Duffy

Information About Auditors

The Audit Committee of the Board of Directors appointed CohnReznick LLP as the independent registered public accounting firm to conduct the audit of our consolidated financial statements for the 2015 fiscal year and to report on our consolidated balance sheets, statements of income and other related statements. CohnReznick LLP has served as our independent registered public accounting firm since October 2013. The Audit Committee Charter includes the procedures for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Audit Committee of the Board of Directors approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Audit Committee. The audit and audit-related fees paid to the auditors with respect to the 2015 fiscal year were pre-approved by the Audit Committee of the Board of Directors.

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Fees and Services

The aggregate fees billed for the fiscal years ended December 31, 2015 and 2014 for professional services rendered by the principal accountant for (1) the audit of its annual financial statements included in Form 10-K ("Audit Fees"), (2) tax compliance, advice, and planning ("Tax Fees"), and (3) other products or services provided ("All Other Fees" is as follows):


Year Ended
December 31,
2015
Year Ended
December 31,
2014

Audit Fees

$ 190,573 $ 286,143

Tax Fees

— —

All Other Fees

— —

Total

$ 190,573 $ 286,143

Audit Fees—This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firm in connection with engagements for those years, other services provided in connection with registration statements in connection with its initial public offering, comfort letters and services that are normally provided by our independent registered public accounting firm in connection with statutory audits and SEC regulatory filings or engagements.

Tax Fees—This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees—This category consists of fees for attending annual stockholder meeting.

Pre-Approval Policies and Procedure for Audit and Permitted Non-Audit Services

The Audit Committee has developed policies and procedures regarding the approval of all non-audit services that are to be rendered by our independent registered public accounting firm, as permitted under applicable laws and the corresponding fees for such services. In situations where the full Audit Committee is unavailable to pre-approve any permitted non-audit services to be rendered by our independent registered public accounting firm: (i) our Chief Executive Officer will evaluate the proposed engagement to confirm that the engagement is not prohibited by any applicable rules of the SEC, applicable quotation service or exchange, (ii) following such confirmation by the Chief Executive Officer , the Chairperson of the Audit Committee will determine whether we should engage our independent registered public accounting firm for such permitted non-audit services and, if so, negotiate the terms of the engagement with our independent registered public accounting firm and (iii) the Chairperson of the Audit Committee will report to the full Audit Committee at its next regularly scheduled meeting about any engagements of our independent registered public accounting firm for permitted non-audit services that have been approved by the Chairperson. Alternatively, after confirmation by the Chief Executive Officer, the full committee may pre-approve engagements of our independent registered public accounting firm at Audit Committee meetings.

All audit services and non-audit services and all fees associated with such services performed by our independent registered public accounting firm in the 2015 fiscal year were approved by our Audit Committee. Consistent with these policies and procedures, all future audit services and non-audit services and all fees associated with such services performed by our independent registered public accounting firm will be approved by the Chairperson of the Audit Committee and ratified by the Audit Committee or approved by the full Audit Committee.

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DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names of our directors and executive officers along with their respective ages and positions:

Name
Age Title

Robert J. DeLuccia

70 Executive Chairman and Director

David P. Luci

49 President, Chief Executive Officer, Secretary and Director

William J. McSherry, Jr., Esq.

67 Director

Dr. Jack H. Dean

74 Director

Barry Kagan

58 Director

Thomas Harrison

68 Director

Michael Duffy, Esq.

46 Director

David Garrett

40 Vice President, Finance and Corporate Development

Robert G. Shawah

49 Chief Accounting Officer and Treasurer

All directors hold office for one-year terms until the election and qualification of their successors. Officers are appointed by our board of directors and serve at the discretion of the board, subject to applicable employment agreements.

Except as set forth in legal proceedings, no director, officer, affiliate or promoter of our company has, within the past ten years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.

Background of Executive Officers and Directors

The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers are as follows:

Robert J. DeLuccia. Since March 2014, Mr. DeLuccia has served as Executive Chairman of our company and is one of the two co-founders and managing partners of our company, which predecessor was formed in 2010. From 2004 to 2009, Mr. DeLuccia served in several capacities at MacroChem, a development-stage, publicly traded pharmaceutical company using topical drug delivery technology for products in dermatology, podiatry, urology and cancer, including as Chairman, President and Chief Executive Officer, and as director. Prior to joining MacroChem, Mr. DeLuccia served as President and Chief Executive Officer of Immunomedics, Inc., a publicly-traded biopharmaceutical company focused on anti

The above information was disclosed in a filing to the SEC. To see the filing, click here. Dipexium Pharmaceuticals, Inc. next reports earnings on March 23, 2016.

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Other recent filings from the company include the following:

Dipexium Pharmaceuticals: Plx Pharma Hires Key Commercial Executives In Preparation For Future Launch Of Aspertec - Sept. 19, 2017

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